**Exhibit
      10.4**




**EMPLOYMENT
      AGREEMENT**




This
      EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by
      and between SYS Technologies, a California corporation, with its principal
      office at 5050 Murphy Canyon Road, Suite 200, San Diego,
      California 92123 (“Company”), and Cliff Cooke, (“Employee”), collectively the
“Parties.” The Parties hereto desire to enter into an employment arrangement and
      in order to accomplish that purpose and in consideration of the terms, covenants
      and conditions hereinafter set forth, the Parties hereby enter into this
      Agreement.




**SECTION
      1**




**EMPLOYMENT;
      TERM; DUTIES**




1.1  Employment .
      Upon
      the terms and conditions hereinafter set forth, the Company employs Employee,
      and Employee hereby accepts employment, as President and Chief Executive Officer
      (“CEO”).




1.2  Term .
      Employee’s employment hereunder shall be for a term (the “Term”) commencing on
      the date this Agreement is effective and ending on June 30, 2008, unless the
      Agreement terminates sooner pursuant to Section 4 below; provided, however,
      that
      the Agreement shall renew automatically for successive periods of one (1) year
      unless the Company or Employee provides written notice to the other Party of
      a
      desire to change, modify, amend or terminate the Agreement at least thirty
      (30)
      days prior to the then-current expiration date of the Agreement. If the Company
      elects not to renew this Agreement at the conclusion of the Term, Employee
      will
      be eligible for severance benefits pursuant to and in accordance with
      subsections 4.2 or 4.4.




1.3  Duties .
      During
      the Term, Employee shall perform such duties for the Company as are prescribed
      by applicable job specifications, the Bylaws of the Company and such other
      or
      additional duties, consistent with such Bylaws, as may be assigned to him/her
      from time to time by the Board of Directors of the Company. Employee shall
      devote his/her best efforts, attention and energies to the performance of
      his/her duties hereunder. This employment is full-time and exclusive. Employee
      may not work for any other company or enterprise during the Term of this
      Agreement such that such employment would conflict or interfere with his/her
      obligations to the Company under this Agreement. Employee must advise the Board
      in writing prior to undertaking any employment in addition to his/her employment
      with the Company.




**SECTION
      2**




**COMPENSATION**




2.1  Base
      Salary .
      For all
      services rendered by Employee hereunder and all covenants and conditions
      undertaken by both Parties pursuant to this Agreement, the Company shall pay,
      and Employee shall accept, as compensation, an annual base salary (“Base
      Salary”) of Two Hundred Seventy Five Thousand Dollars ($275,000). This Base
      Salary shall be payable in accordance with the normal payroll practices of
      Company, less required deductions pursuant to state and federal law, and less
      any amounts to be deducted pursuant to agreement between the Parties.




2.2  Incentive
      Compensation .
      The
      Employee shall also be paid such bonuses and/or other compensation as may be
      determined from time to time by the Board of Directors as they, in their sole
      discretion, may determine based upon the performance of the employee and/or
      of
      the Company.







2.3  Performance
      and Salary Review .
      Employee's performance will be reviewed periodically, usually on an annual
      basis. Adjustments to salary or other compensation, if any, will be made by
      the
      Board of Directors.




**SECTION
      3**




**BENEFITS/BUSINESS
      EXPENSES**




3.1  Benefits .
      During
      the Term, Employee shall be entitled to participate in such life, health,
      accident, disability and hospitalization insurance plans, pension plans and
      retirement plans as the Company makes available to the employees of the Company
      as a group.




3.2  Business
      Expenses .
      Employee will be reimbursed for all reasonable, out-of-pocket business expenses
      incurred in the performance of his/her duties on behalf of Company. To obtain
      reimbursement, expenses must be submitted promptly with appropriate supporting
      documentation in accordance with Company’s policies and procedures.




**SECTION
      4**




**TERMINATION;
      RESIGNATION; CHANGE OF CONTROL; DEATH; DISABILITY**




4.1  Termination
      of Employment With Cause .
      If
      (a) Employee fails to meet the performance standards established for
      his/her position and does not remedy such shortcomings within 30 days after
      written notice from the Company of such failure; or (b) Employee breaches
      any material provision of this Agreement; or (c) Employee has been
      convicted of any felony; or (d) Employee commits any act of fraud,
      misappropriation of funds or embezzlement; or (e) Employee fails to report
      to work for three (3) consecutive business days without informing his/her
      superior; or (f) Employee commits any act, or fails to take any action, the
      effect of which is to bring the Company into disrepute with any of its
      customers, including, but not limited to a material violation of the Company
      Code of Ethics, the Company shall have the right, upon written notice to the
      Employee, to immediately terminate his/her employment (“Termination With Cause”)
      hereunder, without any further liability or obligation to him/her hereunder
      or
      otherwise in respect of his/her employment, other than its obligation to pay
      unpaid Base Salary and unused personal time accrued as of the date of
      termination.




4.2  Termination
      of Employment Without Cause .
      Notwithstanding any provision to the contrary herein, the Company may at any
      time, in its sole and absolute discretion and for any or no reason, terminate
      the employment of the Employee hereunder; PROVIDED, that if such termination
      is
      not a Termination With Cause, as defined by subsection 4.1, and such
      termination is not caused by the death or Disability of the Employee, the
      Company shall pay and/or provide the Employee as follows:




4.2.1  All
      accrued but unpaid Base Salary.




4.2.2  Reimbursement
      of normal incidental employee expenses as of the date of the termination as
      and
      when such amount is due and payable hereunder in accordance with
      subsection 3.2.




4.2.3  Company
      shall pay eighteen (18) severance payments (“Severance Payments”) payable
      monthly to Employee equivalent to one-twelfth (1/12) of the Base Salary in
      effect as of the date of such termination (the “Termination Date”) for a period
      of twelve months from the Date of Termination (the “Severance Period”),
      provided that Employee and the Company execute an appropriate mutual general
      release before Employee has any entitlement to the Severance Payments. Company
      will also pay the premiums on the COBRA insurance coverages during the Severance
      Period, provided that Employee qualifies for such coverages and timely elects
      COBRA coverage. The Company may, at its option, pay for and acquire insurance
      which will provide the Severance Payments and such benefits during the Severance
      Period.




4.2.4  All
      stock
      options issued to Employee or earned but not yet issued prior to the Termination
      Date shall immediately become fully vested.




4.2.5  Accrued
      but unused personal leave shall be paid out in accordance with legal
      requirements. No personal leave or other benefits shall continue to accrue
      during the Severance Period.




4.2.6  Notwithstanding
      the foregoing, if any amounts due to Employee pursuant to this Agreement are
      determined to be “Parachute Payments” as such term is defined in
      Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
      and the regulations promulgated thereunder, then the total compensation paid
      to
      Employee pursuant to this Agreement, together with any other payment or the
      value of any benefit received or to be received by Employee which is treated
      as
      a Parachute Payment shall not exceed 2.99 times Employee’s Base Amount (as such
      term is defined in Section 280G of the Code). In the event a reduction of
      the payments set forth in this Agreement is required pursuant to this Section,
      Employee may select the compensation which will be reduced in order to fall
      within the 2.99 times Base Amount limitation.




4.3  Resignation .




4.3.1  If
      Employee resigns (except as set forth in subsections 4.3.2 or 4.4 below),
      this Agreement shall immediately terminate and the Company shall have no further
      liability or obligation to Employee hereunder, including any severance payments,
      or otherwise in respect of his/her employment, other than its obligation to
      pay
      unpaid Base Salary and unused personal leave accrued as of the date of
      resignation.




4.3.2  Resignation
      with Cause .
      If
      Employee resigns his/her employment because (a) his/her position or duties
      are modified by the Company to such an extent that his/her duties are
      substantially no longer consistent with the position for which he/she was
      employed pursuant to this Agreement, or (b) there has been a material
      breach by the Company of a material term of this Agreement which continues
      uncured following fourteen (14) days after written notice by Employee to the
      Company of such breach, then Employee will be entitled to the severance benefits
      set forth in subsection 4.2, consistent with the terms of said
      provision.




4.4  Change
      In Control .
      In the
      event of a Change in Control (as that term is defined below), Company shall
      immediately take all necessary measures, consistent with the Company’s Stock
      Option Plans, to accelerate the vesting of any unvested options held by the
      Employee under such Plans so that such options will be treated as vested options
      during the Change in Control. In addition, employment separation, as provided
      in
      this section, that occurs as a result of a Change in Control shall result in
      Severance Payments on the same terms set forth in subsection 4.2 above, except
      that the Severance Period shall be three (3) months, or until restrictions
      on
      Mr. Cooke selling his tock are lifted, whichever occurs later. Such Change
      In
      Control Severance Payments will be made in the event of:




(a)  Employee’s
      involuntary dismissal or discharge by the Company, other than pursuant to
      subsections 4.1, 4.3.1, or 4.5, or




(b)  Employee’s
      voluntary resignation, other than pursuant to subsection 4.3, following (i)
      a
      change in his/her position with the Company (or Parent or Subsidiary employing
      Employee) which materially reduces his/her duties and responsibilities or the
      level of management to which he/she reports, (ii) a reduction in Employee’s
      level of compensation as of the date of the Change in Control (including base
      salary and fringe benefits), or (iii) a relocation of Employee’s place of
      employment by more than fifty (50) miles, provided and only if such change,
      reduction, or relocation is effected by the Company without Employee’s express
      consent.




4.4.1  For
      purposes of this Agreement, a “Change in Control” shall mean: (i) the
      acquisition, by one person or a group, of stock of the Company that causes
      such
      person or group to own more than 50% of the total fair market value or total
      voting power of the stock of such Company; (ii) either: (1) the
      acquisition, by one person or a group, of ownership of 35% or more of the total
      voting power of the stock of the Company; or (2) the replacement of a
      majority of the members of the Board with directors whose appointment or
      election is not endorsed by the existing Board; AND (iii) the acquisition of
      assets from the Company that have a total gross fair market value of 40% or
      more
      of the total gross fair market value of all assets of the Company prior to
      the
      acquisition.




4.5  Termination
      Due to Death or Disability .
      This
      Agreement will immediately terminate upon Employee’s death. This Agreement will
      terminate upon Employee’s Disability (as defined below), when consistent with
      state and federal law. In the event of Employee’s termination due to death or
      Disability, Employee, or Employee’s heirs, personal representatives or estate,
      as the case may be, will be entitled to receive only the standard entitlements
      and those benefits available under any applicable Company plan or insurance
      policy, subject to such plan or policy requirements, along with accrued unpaid
      Base Salary and personal time. All other Company obligations to Employee
      pursuant to this Agreement will become automatically terminated and completely
      extinguished. In addition, neither Employee nor Employee’s heirs, personal
      representatives or estate will be entitled to receive Severance Payments or
      other benefits described in subsection 4.2 above.




4.5.1  For
      the
      purpose of this Agreement only, the Company will not deem this Agreement
      terminated due to Employee’s Disability unless: (i) he or she is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result in
      death or can be expected to last for a continuous period of not less than 12
      months; (ii) he or she is, by reason of any medically determinable physical
      or
      mental impairment that can be expected to result in death or can be expected
      to
      last for a continuous period of not less than 12 months, receiving income
      replacement benefits for a period of not less than three months under an
      accident and health plan covering employees of the Company; or (iii) the
      Employee is determined to be totally disabled by the Social Security
      Administration. For purposes of this Section 4.5.1(i) and (ii), whether Employee
      satisfies the definition of Disabled shall be determined in good faith by the
      Board of Directors of the Company.




4.6  Catch-Up
      Payments for Certain Key Employees .
      The
      Company shall delay any payments required under this Section 4 for six months
      following Employee’s termination if Employee is deemed a “key employee,” as that
      term is defined under Code Section 409A. If payments under Section 4 are
      delayed, then on the day following the end of the six-month period the Company
      shall make a catch-up payment equal to the total amount of such payments that
      would have been made during the six-month period but for the application of
      Code
      Section 409A, plus interest calculated at the one-year Treasury Bill
      rate.




**SECTION
      5**




**INVENTIONS;
      CONFIDENTIAL/TRADE SECRET INFORMATION; NON-DISCLOSURE; UNFAIR COMPETITION;
      CONFLICT OF INTEREST**




5.1  Inventions .
      All
      processes, technologies and inventions relating to the business of the Company
      (collectively, “Inventions”), including new contributions, improvements, ideas,
      discoveries, trademarks and trade names, conceived, developed, invented, made
      or
      found by the Employee, alone or with others, during his/her employment by the
      Company, whether or not patentable and whether or not conceived, developed,
      invented, made or found on the Company’s time or with the use of the Company’s
      facilities or materials, shall be the property of the Company and shall be
      promptly and fully disclosed by Employee to the Company. The Employee shall
      perform all necessary acts (including, without limitation, executing and
      delivering any confirmatory assignments, documents or instruments requested
      by
      the Company) to assign or otherwise to vest title to any such Inventions in
      the
      Company and to enable the Company, at its expense, to secure and maintain
      domestic and/or foreign patents or any other rights for such Inventions. This
      Agreement and this subsection does not apply to an Invention which
      qualifies fully as a nonassignable Invention under Section 2870 of the
      California Labor Code.




5.2  Confidential/Trade
      Secret Information/Non-Disclosure.




5.2.1  Confidential/Trade
      Secret Information Defined .
      During
      the course of Employee’s employment, Employee will have access to various
      confidential/trade secret information of the Company. “Confidential/trade secret
      information” is information that is not generally known to the public and, as a
      result, is of economic benefit to the Company in the conduct of its business.
      Employee and the Company agree that the term “confidential/trade secret”
includes but is not limited to all information developed or obtained by the
      Company, including its affiliates, and predecessors, and comprising the
      following items, whether or not such items have been reduced to tangible form
      (e.g., physical writing, computer hard drive, disk, tape, etc.): all methods,
      techniques, processes, ideas, research and development, product designs,
      engineering designs, plans, models, production plans, business plans, add-on
      features, trade names, service marks, slogans, forms, pricing structures, menus,
      business forms, marketing programs and plans, layouts and designs, financial
      structures, operational methods and tactics, cost information, the identity
      of
      and/or contractual arrangements with suppliers and/or vendors, accounting
      procedures, and any document, record or other information of the Company
      relating to the above. Confidential/trade secret information includes not only
      information directly belonging to the Company which existed before the date
      of
      this Agreement, but also information developed by Employee for the Company,
      including its affiliates and its predecessors and/or their employees during
      the
      term of Employee’s employment with the Company. It does not include any
      information which (a) was in the lawful and unrestricted possession of
      Employee prior to its disclosure to Employee by the Company or its affiliates
      or
      predecessors, (b) is or becomes generally available to the public by lawful
      acts other than those of Employee after receiving it, or (c) has been
      received lawfully and in good faith by Employee from a third party who is not
      and has never been an employee of the Company or its affiliates or predecessors
      and who did not derive it from the Company or its affiliates or
      predecessors.




5.2.2  Restriction
      on Use of Confidential/Trade Secret Information .
      Employee agrees that his/her use of confidential/trade secret information is
      subject to the following restrictions for an indefinite period of time so long
      as the confidential/trade secret information has not become generally known
      to
      the public:




(a)  Non-Disclosure .
      Employee agrees that he/she will not publish or disclose, or allow to be
      published or disclosed, confidential/trade secret information to any person
      without the prior written authorization of the Company unless pursuant to
      Employee’s job duties to the Company under this Agreement.




(b)  Non-Removal/Surrender .
      Employee agrees that he/she will not remove any confidential/trade secret
      information from the offices of the Company or the premises of any facility
      in
      which the Company is performing services, except pursuant to his/her duties
      under this Agreement. Employee further agrees that he/she shall surrender to
      the
      Company all documents and materials in his/her possession or control which
      contain confidential/trade secret information and which are the property of
      the
      Company upon the termination of this Agreement, and that he/she shall not
      thereafter retain any copies of any such materials.




5.2.3  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition .
      Employee agrees that at no time after his/her employment with the Company will
      he/she engage in competition with the Company while making any use of the
      Company’s confidential/trade secret information. In addition, Employee agrees
      that, for the duration of the severance payments as provided for in Section
      4.2
      or 4.4, he/she will not directly or indirectly accept or solicit, whether as
      an
      employee, independent contractor or in any other capacity, the business of
      any
      customer of the Company with whom Employee worked or otherwise had access to
      the
      Company’s confidential/trade secret information pertaining to its business with
      that customer during the last two (2) years of his/her employment with the
      Company.




5.3  Conflict
      of Interest. During Employee’s employment with Company ,
      Employee must not engage in any work, paid or unpaid, that creates an actual
      conflict of interest with Company. Such work shall include, but is not limited
      to, directly or indirectly competing with Company in any way, or acting as
      an
      officer, director, employee, consultant, controlling or 5% stockholder,
      volunteer, lender, or agent of any business enterprise of the same nature as,
      or
      which is in direct competition with the business in which Company is now engaged
      or in which Company becomes engaged during Employee’s employment with Company,
      as may be determined by the Board of Directors in its sole discretion. If the
      Board of Directors believes such a conflict exists during Employee’s employment,
      the Board of Directors may ask Employee to choose to discontinue the other
      work
      or resign employment with Company. In addition, Employee agrees not to refer
      any
      client or potential client of Company to competitors of Company without
      obtaining the Company’s prior written consent during Employee’s employment. Any
      termination of Employee’s employment due to violation of this subsection is
      considered “With Cause” for the purposes of section 4.1 above.




5.4  Non-Solicitation
      During Employment .
      Employee shall not during his/her employment interfere with or disrupt or
      attempt to disrupt Employer’s business relationship with its customers or
      suppliers or solicit any of the employees of Employer to leave the employ of
      Employer.




5.5  Non-Solicitation
      of Employees .
      Employee agrees that, for the duration of the severance payments as provided
      for
      in Section 4.2 or 4.4, he/she shall not, directly or indirectly, ask or
      encourage any of the Company’s employees to leave their employment with the
      Company or solicit any of the Company’s employees for employment.




5.6  Breach
      of Provisions .
      If the
      Employee breaches any of the provisions of this Section 5, or in the event
      that
      any such breach is threatened by the Employee, in addition to and without
      limiting or waiving any other remedies available to the Company at law or in
      equity, the Company shall be entitled to immediate injunctive relief in any
      court, domestic or foreign, having the capacity to grant such relief, to
      restrain any such breach or threatened breach and to enforce the provisions
      of
      this section 5. The Employee acknowledges and agrees that there is no adequate
      remedy at law for any such breach or threatened breach and, in the event that
      any action or proceeding is brought seeking injunctive relief, the Employee
      shall not use as a defense thereto that there is an adequate remedy at law.
      In
      addition, if the Employee breaches any of the provisions of this section 5,
      any and all Severance Payments and benefit obligations under this Agreement
      or
      otherwise will cease and be extinguished in their entirety and the Company
      will
      have no further obligations in that regard.




5.7  Reasonable
      Restrictions .
      The
      parties acknowledge that the foregoing restrictions, as well as the duration
      and
      the territorial scope thereof as set forth in this section 5, are under all
      of
      the circumstances reasonable and necessary for the protection of the Company
      and
      its business.




5.8  Definition .
      For
      purposes of this section 5, the term “Company” shall be deemed to include
      any subsidiary or affiliate of the Company.




**SECTION
      6**




**MISCELLANEOUS**




6.1  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective legal representatives, heirs, distributees, successors
      and
      assigns; PROVIDED, that the rights and obligations of the Employee hereunder
      shall not be assignable by him/her.




6.2  Notices .
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by
      telecopier and confirmed within forty-eight (48) hours by letter mailed or
      delivered to the party to be notified at its or his/hers address set forth
      herein; or three (3) days after being sent by registered or certified mail,
      return receipt requested, (or by equivalent currier with delivery documentation
      such as FEDEX or UPS) to the address of the other party set forth or to such
      other address as may be specified by notice given in accordance with this
      section 6.2:


If to the Company:
              SYS Technologies
                5050
                  Murphy Canyon Road, Suite 200
                San Diego,
                  CA 92123
                Tel:
                  (858) 715-5500
                Fax:
                  (858) 715-5510
                Attention:
                  Sr. Vice President, Corp. Admin.If to Employee:
              Name:
                    Cliff Cooke
                  Address:
                  
                  , CA
                  Tel:(___)
                    ___-____
                  Fax:(___)
                    ___-____


6.3  Severability .
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.




6.4  Waiver .
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.




6.5  Entire
      Agreement .
      This
      Agreement sets forth the entire agreement between the Parties with respect
      to
      the subject matter hereof, and supersedes any and all prior agreements between
      the Company and Employee, whether written or oral, relating to any or all
      matters covered by and contained or otherwise dealt with in this Agreement.
      This
      Agreement does not constitute a commitment of the Company with regard to
      Employee’s employment, express or implied, other than to the extent expressly
      provided for herein.




6.6  Amendment .
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.




6.7  Authority .
      The
      Parties each represent and warrant that it/he or she has the power, authority
      and right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.




6.8  Attorneys’
      Fees .
      The
      Parties shall each be responsible for their own attorneys’ fees.




6.9  Titles .
      The
      titles of the sections of this Agreement are inserted merely for
      convenience and ease of reference and shall not affect or modify the meaning
      of
      any of the terms, covenants or conditions of this Agreement.




6.10  Applicable
      Law; Choice of Forum .
      Any
      proceeding between the parties arising out of or relating to this Agreement
      shall be brought in the appropriate forum in San Diego County, California.
      This Agreement, and all of the rights and obligations of the parties in
      connection with the employment relationship established hereby, shall be
      governed by and construed in accordance with the substantive laws of the State
      of California without giving effect to principles relating to conflicts of
      law.




6.11  Arbitration .




6.11.1  Scope .
      To the
      fullest extent permitted by law, Employee and Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between Company and Employee and any disputes upon termination
      of
      employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law. For the purpose
      of
      this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent
      Employee’s claims arise out of or relate to their actions on behalf of
      Company.




6.11.2  Arbitration
      Procedure .
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in San Diego, California, by a single neutral arbitrator
      and in accordance with the then-current rules for resolution of employment
      disputes of the American Arbitration Association (“AAA”). The parties are
      entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of California, and only
      such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. Company shall bear the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.







IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.






Dated:
              October
                  27, 2006
              
              /s/
                Clifton L. Cooke, Jr.Name:
                  Clifton L. Cooke, Jr.SYS
                  Technologies, Inc.Dated:
              October
                27, 2006
              
              By:/s/
                  Rob BabbushName:
                  Rob Babbush
                Title:Sr.
                  Vice President, Corp. Admin.